WH Group Limited — Share Issue/Capital Change 2002

Apr 10, 2002

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

PREMIUM LAND LIMITED

上海策略置地有限公司*

(Incorporated in Bermuda with limited liability)

PLACING OF EXISTING SHARES AND

SUBSCRIPTION OF NEW SHARES UNDER GENERAL MANDATE

PLACING AGENTS

KINGSTON SECURITIES LIMITED TingKong-RexCapital Securities International Limited

On 10th April, 2002, United Jumbo entered into an unconditional Placing Agreement with Placing Agents and the Subscription Agreement with the Company respectively. Pursuant to the Placing Agreement, United Jumbo have agreed to place, through the Placing Agents, 65,900,000 Placing Shares to independent investors at a price of HK$0.80 per Share. The Placing Shares are placed by the Placing Agents on a fully underwritten basis. According to the Subscription Agreement, United Jumbo conditionally agreed to subscribe for 89,946,000 Subscription Shares at a price of HK$0.80 per Share.

The Placing Shares represent approximately 14.65% and the Subscription Shares represent approximately 19.99% of the Company's existing issued share capital of 449,927,194 Shares. The Placing Shares represent approximately 12.21% and the Subscription Shares represent approximately 16.66% of the Company's issued share capital of 539,873,194 Shares as enlarged by the Subscription of 89,946,000 Shares. The net proceeds from the Subscription of approximately HK$71 million, of which approximately HK$51 million will be used as general working capital of the Group and approximately HK$20 million will be used for the repayment of the Group's loan if the Directors think necessary.

The Subscription is conditional upon the Stock Exchange granting listing of, and permission to deal in, the Subscription Shares.

THE PLACING AGREEMENT

Placing Agreement

The unconditional Placing Agreement was entered into between United Jumbo and the Placing Agents on 10th April, 2002. Pursuant to this agreement, United Jumbo agreed to place, through the Placing Agents, 65,900,000 Placing Shares to independent investors at a price of HK$0.80. The Placing Shares are to be placed by the Placing Agent on a fully underwritten basis.

Placing Agents

Kingston Securities Limited and TingKong-RexCapital Securities International Limited are the Placing Agents and will receive a placing commission of 1.5% on the gross proceeds of the Placing. Each of the Placing Agents is independent of and not connected with the Directors, chief executive or substantial Shareholders of the Company or any of its subsidiaries, or any of their respective associates (as defined in the Listing Rules).

Placees

Not fewer than six placees (which are required to be independent individual, corporate and/or institutional investors) and their ultimate beneficial owners who will be independent of and not connected with the Company nor with the Directors, chief executive or substantial Shareholders of the Company, and any of their subsidiaries or any of their respective associates (as defined in the Listing Rules). None of the placee will become a substantial Shareholder of the Company immediately following the completion of the Placing.

Placing price

The price of the Placing Shares of HK$0.80 was determined after arm's length negotiation and on usual commercial terms and (i) represents a discount of approximately 19.2% to the closing price of HK$0.99 per Share as quoted on the Stock Exchange on 10th April, 2002, being the last trading day before this announcement; and (ii) also represents a discount of approximately 19.60% to the average closing price of approximately HK$0.995 per Share as quoted on the Stock Exchange for the last ten trading days ended 10th April, 2002, being the last trading day before this announcement.

The Placing Shares

65,900,000 Shares are to be placed, representing approximately 14.65% of the Company's existing issued share capital of 449,927,194 Shares and approximately 12.21% of the Company's issued share capital of 539,873,194 Shares as enlarged by the Subscription.

Completion

Completion shall take place on the third business day after the date of this announcement.

THE SUBSCRIPTION AGREEMENT

Subscription Agreement

On 10th April, 2002, the Company and United Jumbo entered into the Subscription Agreement in which the Company conditionally agreed to allot and issue, and United Jumbo conditionally agreed to subscribe for 89,946,000 Subscription Shares at a price of HK$0.80 per Share.

The Subscriber

United Jumbo holds 120,208,072 Shares in the Company as at the date of this announcement, representing approximately 26.72% of the Company's issued share capital. Upon completion of the Placing and the Subscription, United Jumbo will hold approximately 26.72% of the then issued share capital of the Company.

Price of the Subscription Shares

The price of the Subscription Shares of HK$0.80 per Share, being equivalent to the price of the Placing Shares, was determined after arm's length negotiation and on usual commercial terms.

The Subscription Shares

89,946,000 new Shares are to be subscribed, representing approximately 19.99% of the Company's existing issued share capital of 449,927,194 Shares and approximately 16.66% of the Company's issued share capital of 539,873,194 Shares as enlarged by the Subscription.

Conditions

Completion of the Subscription Agreement is conditional upon the completion of the Placing and the listing of, and permission to deal in, all the Subscription Shares being granted by the Stock Exchange and if required, the Bermuda Monetary Authority granting or agreeing to grant permission to allot, issue and subsequent transfer of the Subscription Shares.

Completion

The Subscription is to be completed within 14 days after the date of entering of the Placing Agreement, i.e. on or before 23rd April, 2002.

APPLICATION FOR LISTING

Application will be made by the Company to the listing committee of the Stock Exchange for the grant of the listing of and permission to deal in the Subscription Shares.

GENERAL MANDATE

The Subscription Shares will be issued pursuant to the general mandate to allot, issue and deal with Shares granted to the Directors of the Company by resolution of its Shareholders passed at the Company's special general meeting held on 18th March, 2002.

EFFECTS ON SHAREHOLDING STRUCTURE

Before Placing After Placing but After Placing

and Subscription before Subscription and Subscription

United Jumbo Limited (note 1) 26.72% 12.07% 26.72%

Great Huge Investment Corp. (note 2) 16.66% 16.66% 13.89%

Placees - 14.65% 12.21%

Public 56.62% 56.62% 47.18%

100% 100% 100%

Notes:

1. United Jumbo Limited is beneficially wholly-owned by Mr. Dong Bo, the chairman and executive director of the Company.

2. Great Huge Investment Corp. is beneficially wholly-owned by Mr. Chen Long.

USE OF PROCEEDS

The Company will bear all costs and expenses in connection with the Placing and the Subscription. The net proceeds of approximately HK$71 million, of which approximately HK$51 million will be used as general working capital of the Group and approximately HK$20 million will be used for repayment of the Group's loan if the Directors think necessary.

REASONS FOR THE PLACING AND THE SUBSCRIPTION

The Directors consider that the Placing and the Subscription represent an opportunity to raise capital for the Company while broadening the shareholder base and the capital base of the Company.

GENERAL

The Group is principally engaged in the business of property development, property rental and securities trading and investment business. The Directors consider the terms of the Placing Agreement and the Subscription Agreement to be fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Subscription Shares will rank, upon issue, equally with the existing Shares.

TERMS AND DEFINITION

"Board" the board of Directors

"Company" Premium Land Limited, a company incorporated in Bermuda with limited liability and the shares of which are listed on the Stock Exchange

"Director(s)" director(s) including independent non-executive director(s) of the Company

"Hong Kong" Hong Kong Special Administration Region of the People's Republic of China

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange

"Mr. Chen Long" Chen Long, a PRC citizen and also an independent third party not connected with the chief executive, directors or substantial shareholders of the Company or its subsidiaries or any of their respective associates as at the date of this announcement

"Placing" the placing of 65,900,000 Shares which are beneficially owned by United Jumbo pursuant to the Placing Agreement

"Placing Agents" Kingston Securities Limited, a dealer registered under the Securities Ordinance (Chapter 333 of the Laws of Hong Kong) and TingKong-RexCapital Securities International Limited, a dealer registered under the Securities Ordinance (Chapter 333 of the Laws of Hong Kong)

"Placing Agreement" an unconditional placing agreement entered into between United Jumbo and the Placing Agent dated 10th April, 2002 in relation to the Placing

"Placing Shares" a total of 65,900,000 Shares which are beneficially owned by United Jumbo, to be placed pursuant to the Placing Agreement

"Shares" ordinary shares of HK$0.05 in the share capital of the Company

"Shareholder(s)" holders of the Shares

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Subscription" the subscription for the Subscription Shares pursuant to the Subscription Agreement

"Subscription Agreement" a conditional subscription agreement entered into between the Company and United Jumbo dated 10th April, 2002 in relation to the Subscription

"Subscription Shares" a total of 89,946,000 new Shares which are to be subscribed by United Jumbo pursuant to the Subscription Agreement

"United Jumbo" United Jumbo Limited, a company incorporated in the British Virgin Islands with limited liability, holding about 26.72% of the issued share capital of the Company as at the date of this announcement

"HK$" Hong Kong dollars, the lawful currency of Hong Kong

"%" per cent.

By Order of the Board

Premium Land Limited

Dong Bo

Chairman

Hong Kong, 10th April, 2002

* for identification purpose only

"Please also refer to the published version of this announcement in the Hong Kong i-Mail"